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Posts from Steve Quinlivan

SEC Charges Issuer with Cybersecurity Disclosure Controls Failures

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The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures.  The violations related to disclosures made in connection with a cybersecurity vulnerability involving the company’s “EaglePro” application for sharing document images related to title and escrow transactions. According to the SEC, First... Read More

Topics: Litigation, Public Companies and Securities

Buyer Potentially Liable for Earnout Even Though it had Right to Operate Target in its Discretion

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In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant, Albertsons Companies, Inc.  Plated had failed to reach any of the earnout milestones set forth in the Merger Agreement and Albertsons, therefore, refused... Read More

Topics: M&A

Chancery Permits Reverse Veil Piercing

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Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc.  The former shareholders of Source HOV who properly exercised their appraisal rights received a significant award.... Read More

Topics: M&A